<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1994
-----------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-18312
-----------------
TUBOSCOPE VETCO INTERNATIONAL CORPORATION
-----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 76-0252850
------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2835 Holmes Road, Houston, Texas 77051
-------------------------------------- -----------------------
(Address of principal executive offices) (Zip Code)
(713) 799-5100
- ------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
None
- ------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13, or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
---------- ------------
The Registrant had 18,423,553 shares of common stock outstanding as of
March 31, 1994.
<PAGE>
TUBOSCOPE VETCO INTERNATIONAL CORPORATION
INDEX
<TABLE>
<CAPTION>
Page No.
---------
<C> <S> <C>
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets -
March 31, 1994 (unaudited) and December 31, 1993 2
Unaudited Consolidated Statements of Income -
For the Three Months Ended March 31, 1994 and 1993 3
Unaudited Consolidated Statements of Cash Flows -
For the Three Months Ended March 31, 1994 and 1993 4
Notes to Unaudited Consolidated Financial Statements 5-6
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 7-8
Part II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 9
Signature Page 10
Exhibit Index 11
</TABLE>
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
1
<PAGE>
TUBOSCOPE VETCO INTERNATIONAL CORPORATION
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1994 1993
----------- -------------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
A S S E T S
-----------
Current assets:
Cash and cash equivalents $ 4,266 $ 2,492
Accounts receivable, net 48,625 51,037
Inventory, net 9,058 10,573
Deferred federal income taxes 2,088 2,138
Prepaid expenses and other 6,145 6,075
-------- --------
Total current assets 70,182 72,315
-------- --------
Property and equipment:
Land, buildings and leasehold improvements 89,376 82,938
Operating equipment 90,506 95,292
Equipment leased to customers 2,761 2,346
Accumulated depreciation and amortization (35,834) (32,193)
-------- --------
Net property and equipment 146,809 148,383
Identified intangibles, net 33,750 35,150
Goodwill, net 49,448 49,096
Other assets, net 7,540 5,164
-------- --------
Total assets $307,729 $310,108
======== ========
L I A B I L I T I E S A N D E Q U I T Y
-----------------------------------------
Current liabilities:
Accounts payable and bank overdrafts $ 18,183 $ 19,219
Accrued liabilities 19,616 19,924
Federal and foreign income taxes payable 2,529 2,966
Current portion of long-term debt and short-term borrowings 26,266 24,927
-------- --------
Total current liabilities 66,594 67,036
Long-term debt 98,925 101,489
Pension liabilities 9,980 9,980
Deferred taxes payable 11,949 12,070
Other liabilities 3,960 4,102
-------- --------
Total liabilities 191,408 194,677
-------- --------
Redeemable Series A Convertible Preferred Stock, $.01 par value, 5,000,000 shares
authorized, 100,000 shares issued and outstanding ($10,000,000 aggregate
liquidation preference at March 31, 1994) 10,175 10,175
-------- --------
Common stockholders' equity:
Common stock, $.01 par value, 25,000,000 shares authorized, 18,423,553 shares
issued and outstanding (18,410,053 at December 31, 1993) 184 184
Paid-in capital 115,668 115,668
Retained earnings (deficit) (7,358) (8,293)
Cumulative translation adjustment (2,348) (2,303)
-------- --------
Total common stockholders' equity 106,146 105,256
-------- --------
Commitments and contingencies
-------- --------
Total liabilities and equity $307,729 $310,108
======== ========
</TABLE>
See notes to unaudited consolidated financial statements.
2
<PAGE>
TUBOSCOPE VETCO INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------------
1994 1993
------------ ----------
(IN THOUSANDS, EXCEPT SHARE
AND PER SHARE DATA)
<S> <C> <C>
REVENUE:
Sale of services $ 42,181 $ 38,373
Sale of products 2,574 543
Rental income 776 873
----------- -----------
45,531 39,789
----------- -----------
COSTS AND EXPENSES:
Cost of services sold 32,693 29,760
Cost of products sold 1,424 200
Goodwill amortization 294 294
Selling, administrative and general 5,488 5,338
Research and engineering costs 884 953
----------- -----------
40,783 36,545
----------- -----------
Operating profit 4,748 3,244
OTHER EXPENSE (INCOME):
Interest expense 2,817 1,777
Interest income (91) (153)
Foreign exchange (70) (29)
Other, net 507 660
----------- -----------
Income before income taxes 1,585 989
Provision for income taxes 475 346
----------- -----------
Net income 1,110 643
Dividends applicable to redeemable
preferred stock 175 175
----------- -----------
Net income applicable to common stock $ 935 $ 468
=========== ===========
EARNINGS PER COMMON SHARE:
Income after deduction of preferred
stock dividends $.05 $.03
==== ====
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING 18,423,583 18,222,434
=========== ===========
</TABLE>
See notes to unaudited consolidated financial statements.
3
<PAGE>
TUBOSCOPE VETCO INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1994 1993
-------- -------
<S> <C> <C>
(IN THOUSANDS)
Cash flows from operating activities:
Net income $ 1,110 $ 643
-------- -------
Adjustments to reconcile net income to net cash provided by
(used for) operating activities:
Depreciation and amortization 3,814 3,461
Provision (recovery) for losses on accounts receivable -- (360)
Provision for losses on inventory -- 25
Write-off of property and equipment 165 --
Provision (benefit) for deferred income taxes (71) 88
Accrued differential on reverse interest rate swap agreements -- (680)
Changes in current assets and liabilities, net of effects from
the purchase of DJ assets in 1993
Accounts receivable 2,412 1,500
Inventory 1,515 (104)
Prepaid expenses and other assets (1,884) (1,950)
Accounts payable, accrued and other liabilities (1,486) 2,567
Federal and foreign income taxes payable (437) (2,802)
-------- -------
Total adjustments 4,028 1,745
-------- -------
Net cash provided by operating activities 5,138 2,388
-------- -------
Cash flows provided by (used for) investing activities:
Capital expenditures (902) (982)
Acquisition of DJ assets -- (4,139)
Other (1,062) (880)
-------- -------
Net cash used for investing activities (1,964) (6,001)
-------- -------
Cash flows provided by (used for) financing activities:
Borrowings under financing agreements 18,361 3,225
Principal payments under financing agreements (19,586) (2,085)
Dividends paid on Redeemable Series A Convertible Preferred Stock (175) (350)
-------- -------
Net cash provided by (used for) financing activities (1,400) 790
-------- -------
Net increase (decrease) in cash and cash equivalents 1,774 (2,823)
Cash and cash equivalents:
Beginning of period 2,492 5,313
-------- -------
End of period $ 4,266 $ 2,490
======== =======
Supplemental disclosure of cash flow information:
Cash paid during the three month period for:
Interest, net $ 817 $ (291)
======== =======
Taxes $ 1,761 $ 2,790
======== =======
</TABLE>
See notes to unaudited consolidated financial statements.
4
<PAGE>
TUBOSCOPE VETCO INTERNATIONAL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1994 AND 1993
AND AS OF DECEMBER 31, 1993
1. ORGANIZATION AND BASIS OF PRESENTATION OF INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
The accompanying unaudited consolidated financial statements of the
Company and its wholly-owned subsidiaries have been prepared pursuant to
the rules and regulations of the Securities and Exchange Commission.
Certain information in footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to these rules and
regulations. The unaudited consolidated financial statements included in
this report reflect all the adjustments which the Company considers
necessary for a fair presentation of the results of operations for the
interim periods covered and for the financial condition of the Company at
the date of the interim balance sheet. Results for the interim periods are
not necessarily indicative of results of the year.
The financial statements included in this report should be read in
conjunction with the audited financial statements and accompanying notes
included in the Company's 1993 Form 10-K, filed under the Securities
Exchange Act of 1934 (Commission File No. 0-18312).
2. INVENTORY
At March 31, 1994 inventories consist of the following (in thousands):
Components, subassemblies, and expendable parts ............... $7,635
Equipment under production .................................... 1,423
------
$9,058
======
3. $75 MILLION 10.75% SENIOR SUBORDINATED NOTES
In April 1993, Tuboscope Vetco International Inc. (TVI), pursuant to a
registration statement on Form S-3 filed with the Securities and Exchange
Commission, sold $75 million of 10.75% Senior Subordinated Notes (Notes).
Net proceeds (after $1.8 million of underwriter fees) of $73.2 million
were received. Substantially all of the net proceeds from the sale of the
Notes were used to redeem all of the outstanding $65.7 million of TVI's
14% Senior Subordinated Debentures at 107% of their principal amount in
May 1993. An after-tax extraordinary loss of approximately $4.5 million
was recognized in the second quarter of 1993 as a result of this
redemption.
The Notes are unconditionally guaranteed by the Company. The Notes are
general unsecured obligations of TVI subordinated to all existing and
future senior indebtedness of TVI.
4. OTHER INDEBTEDNESS
TVI is currently in negotiations with certain of its senior lenders to
replace its current term loan and revolving credit facility with a new
arrangement. TVI anticipates that this agreement would result in TVI's
revolving line being increased from its current maximum (including letters
of credit) of $25.0 million to a maximum of $35.0 million and an extension
of the date when the revolving credit facility would be due. The Company
classified all of this revolving credit facility debt as current due to
the scheduled expiration of the revolving credit facility in October 1994.
The Company anticipates that new term loan due dates would also be
extended beyond the current term loan due dates. The Company currently
anticipates completing its negotiations and signing new agreements during
the summer of 1994.
At March 31, 1994, TVI's senior indebtedness was approximately $41.1
million.
During January 1994, the Company obtained a $7.5 million loan secured by
its new Aberdeen inspection and coating facility. The funds were used to
reduce the TVI's revolving credit facility by $4.0 million and the senior
term debt by $3.5 million.
5. 1993 ACQUISITIONS
In the first quarter of 1993, the Company acquired the tubular inspection
assets of DJ Inspection Services, Inc. (DJ) headquartered in Houston,
Texas for approximately $600,000 in cash and the assumption of
approximately $1,850,000 in lease obligations payable over five years. In
addition, in April 1993 the Company acquired all of the outstanding
capital stock of
5
<PAGE>
CTI Inspection Services Inc. (CTI), an above ground storage tank
inspection business headquartered in Northern California for stock of the
Company worth approximately $1.9 million and $200,000 in cash. Similar to
that used by the Company in its Oilfield Services Inspection Services, CTI
uses electromagnetic flux and ultrasonic technology in its inspection
process.
6. DIVIDEND RESTRICTIONS
TVI's bank credit agreement and the Notes restrict the ability of TVI to
dividend or otherwise make distribution to the Company. These restrictions
are not anticipated to change when TVI completes negotiations on a new
senior credit agreement. The terms of the Company's Series A Convertible
Preferred Stock restrict the ability of the Company to pay dividends on
its Common Stock.
7. SUMMARIZED FINANCIAL INFORMATION OF REGISTRANT (TVI)
The following is summarized balance sheet information for TVI as of March
31, 1994 and December 31, 1993 and summarized statements of income for the
three months ended March 31, 1994 and 1993 (in thousands):
<TABLE>
<CAPTION>
SUMMARIZED BALANCE SHEETS
March 31, December 31,
ASSETS 1994 1993
---------------------------------- --------- ------------
<S> <C> <C>
Current assets ................... $ 76,911 $ 77,637
Noncurrent assets ................ 229,607 228,926
-------- --------
Total assets ................... $306,518 $306,563
======== ========
LIABILITIES AND EQUITY
----------------------------------
Current liabilities .............. $ 65,806 $ 64,771
Noncurrent liabilities ........... 123,773 126,046
Stockholders' equity ............. 116,939 115,746
-------- --------
Total liabilities and equity ... $306,518 $306,563
======== ========
SUMMARIZED STATEMENTS OF INCOME
Three Months Ended
March 31,
------------------------
1994 1993
-------- --------
Revenue .......................... $ 44,889 $ 39,789
======== ========
Operating profit ................. $ 5,284 $ 3,545
======== ========
Income before income taxes ....... $ 1,768 $ 1,025
======== ========
Net income ....................... $ 1,238 $ 679
======== ========
</TABLE>
6
<PAGE>
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition.
RESULTS OF OPERATIONS
- ---------------------
REVENUE. Revenue was approximately $45.5 million for the first quarter of 1994
compared to approximately $39.8 million for the first quarter of 1993, an
increase of $5.7 million or 14%.
Revenue for the Company's Oilfield Services, comprised of Inspection and
Coating, was approximately $33.5 million for the first quarter of 1994, an
increase of $3.7 million or 12.3%, as compared to the first quarter of 1993. The
increase in Oilfield Services revenue was attributable to a $2.9 million, or
29.3%, increase in Coating sales, mainly related to international line pipe
coatings, which was not present in the first quarter of 1993. Also, Inspection
revenue of $21.0 million for the first quarter of 1994 increased $828,000 over
the same period of 1993; North American Inspection revenue increased $1.8
million while International Inspection revenue decreased $1.0 million. The
increase in North American Inspection revenue reflected the stronger rig count
for the first quarter of 1994, up 13.6%, as compared to the first quarter of
1993, and the acquisition of DJ. Lower European and Japan inspection activity
accounted for the majority of the decline in International Inspection revenue.
This decline reflects the 2% decrease in international rig count during the
first quarter of 1994 compared to the first quarter of 1993, and lower mill
activity.
Industrial Inspection revenue was $4.1 million for the first quarter of 1994, a
decline of $396,000 as compared to the first quarter of 1993. The decline was
primarily related to the seasonality of inspecting power producers during peak
winter months, and less inspection of energy related construction in the UK, as
the UK energy construction industry was slow during the first quarter of 1994
compared to the same period of 1993.
Pipeline Services revenue was $3.7 million, a slight increase of $58,000 as
compared to the first quarter of 1993. The first quarter of the year is
generally slow for these services as transmission companies do not wish to shut
down lines during the peak winter months usage.
Mill Systems and Sales revenue of $2.8 million for the first quarter of 1994
increased $1.5 million from the same period of 1993. The increase was
attributable mainly to the sale of a mill inspection system to Indonesia.
Revenue also reflected $642,000 from the Company's tank inspection business.
This revenue resulted from the acquisition of CTI Inspection Services Inc.
(CTI), which occurred in the second quarter of 1993.
GROSS MARGIN AND GROSS PROFIT. Gross profit was approximately $11.1 million,
24.4% of revenue for the first quarter, an increase of $1.6 million as compared
to $9.5 million, 24.0% of revenue for the same period of 1993. The increase was
primarily due to the increase in revenue for the quarter. Gross margins (defined
as revenue minus variable expense) declined from 46.8% of revenue for the first
quarter of 1993, to 44.7% for the first quarter of 1994. The decline in gross
margin percentage was in part due to costs in 1994 (which were absent in 1993)
related to the environmental business with no associated revenue, and due to
cost increases related to a change in blasting material used by the Company, new
software which tracks inventory and automates the billing process, higher
utility and supply costs, and higher coating material costs at the Singapore
coating plant due to the use of powder instead of liquid to coat line pipe
orders. Coupled with the above cost increases, gross margin percentage was
affected by the mill equipment sale to Indonesia, as these sales generally carry
a lower margin than the Company's normal service operations, with no such sale
in the first quarter of 1993. Fixed cost of sales remained relatively constant.
SELLING, GENERAL AND ADMINISTRATIVE COSTS. Selling, general and administrative
expenses increased $150,000 for the first three months of 1994 compared to the
first quarter of 1993. The primary increase was in selling and administration
costs associated with the CTI operation, which was acquired in April 1993.
RESEARCH AND ENGINEERING COSTS. Research and engineering costs declined
slightly ($69,000) for the first quarter of 1994 compared to the same period of
1993.
OPERATING PROFIT. First quarter 1994 operating profit of approximately $4.7
million was $1.5 million higher than the same period for 1993, an approximate
46.4% increase. Operating profit improvement was mainly related to the $5.7
million increase in revenue.
7
<PAGE>
INTEREST EXPENSE. Interest expense for the first quarter of 1994 of $2.8
million was $1.0 million higher than the first quarter of 1993. The increase was
due to greater borrowings under the Company's revolving credit facility during
the first quarter of 1994 as compared to the same period in 1993, coupled with
gains from interest rate swaps during the first quarter of 1993 with no such
offset gain available in the first quarter of 1994. The Company had no
outstanding interest rate swap agreements at March 31, 1994.
OTHER EXPENSE (INCOME). Other expense of $346,000 for the first quarter of 1994
declined $132,000 from the first quarter of 1993. The decline in expense was
related to an increase in foreign exchange gains, a decline in banking costs and
a decrease in amounts attributable to minority interest.
PROVISION FOR INCOME TAXES. The Company's effective tax rate for the first
quarter of 1994 was 30% compared to 35% for the first quarter of 1993. The
effective tax rate for the first quarter of 1994 is less than the statutory rate
primarily due to earnings in low foreign tax jurisdictions.
NET INCOME. The first quarter net income of approximately $1.1 million was
$467,000 greater than the first quarter of 1993, an increase of 72.6%. The
increase is attributable to the above discussed changes in operations.
FINANCIAL CONDITION AND LIQUIDITY
- ---------------------------------
Working capital was approximately $3.6 million at March 31, 1994, a decline of
$1.7 million from $5.3 million at December 31, 1993. The decrease in working
capital was due to a $2.4 million decrease in accounts receivable, as a result
of lower sales for the first quarter 1994 as compared with the fourth quarter
1993; a decline in inventory levels of $1.5 million representing the shipment of
a mill system to Indonesia during the quarter; and an increase in current
maturities of long term debt of $1.3 million. These declines in working capital
were offset by a $1.7 million increase in cash and a $1.3 million drop in
accounts payable and accrued expenses which includes $6.1 million and $5.7
million in bank overdrafts against various bank credit lines at March 31, 1994
and December 31, 1993, respectively. At December 31, 1993 and March 31, 1994,
current liabilities included $20.3 million and $16.0 million, respectively, of
revolving credit facility loans due in October 1994. The Company is currently in
negotiations to replace its current revolving facility; the new agreement is
expected to extend the due date of the revolving facility and increase available
credit.
Current and long term debt was $125.2 million at March 31, 1994, down $1.2
million from $126.4 million at December 31, 1993. This decline was the result of
$4.3 million payment on the revolving credit facility, $4.1 million payment on
the term debt, and $455,000 payment on various notes, offset by the financing of
the Company's Aberdeen facility with a lender for $7.5 million payable through
February 1, 1999. The Company's outstanding debt at March 31, 1994 consisted of
approximately $75.0 million of 10.75% Subordinated Notes, $18.7 million of term
loans with the senior lenders, $16.0 million due under the Company's revolving
line of credit facility, $2.0 million of industrial revenue bonds, $3.0 million
of notes related to the acquisition of SOS, $1.3 million of capitalized lease
obligations associated with the DJ acquisition, $7.5 million in Notes related to
the Aberdeen facility, and approximately $1.7 million of other outstanding debt.
TVI had approximately $5.2 million of funds available for borrowing at March 31,
1994, under its revolving line of credit facility. Approximately $3.8 million of
this revolving line of credit was used for outstanding letters of credit at
March 31, 1994. Also available for borrowing on March 31, 1994 was $936,500
under the Company's swing line of credit.
The Company made capital expenditures of $902,000 for the first quarter of 1994,
compared to $1.0 million in the first quarter of 1993. The Company's planned
1994 capital spending is expected to approximate $7.0 million.
OTHER. The credit agreement and indenture contain various covenants that limit
TVI's ability to, among other things, pay dividends, purchase stock, incur
additional indebtedness, dispose of assets and transact with affiliates. TVI is
also required to maintain certain minimum financial ratios, as set forth in the
agreements. TVI is currently in negotiations with certain of its senior lenders
which is expected to result in TVI and a group of lenders signing a new credit
agreement providing for certain levels of borrowing both for term loans and a
revolving credit facility. TVI would use these funds to pay the current term
notes and the current revolving facility which is due in October 1994. The new
credit agreement is expected to provide greater levels of borrowing on the
revolving facility and contain restrictions similar to those listed above. The
Company believes that it will complete these negotiations during the summer of
1994. Management believes it is in compliance with all covenants in the credit
agreement and indenture.
8
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and reports of Form 8-K
(a) Exhibits -- Reference is hereby made to the Exhibit Index commencing
on page 11.
(b) No reports on Form 8-K were filed during the quarter ended March 31,
1994.
9
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TUBOSCOPE VETCO
INTERNATIONAL CORPORATION
-------------------------
(Registrant)
Date: May 12, 1994 /s/ Ronald L. Koons
--------------- --------------------------------
Ronald L. Koons
Executive Vice President,
Chief Financial Officer
and Treasurer (Duly Authorized
Officer, Principal Financial and
Accounting Officer)
10
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE NO.
- -------------- ----------- --------
<S> <C> <C>
*4(a) Stockholders' Agreement, dated May 13, 1988, between the
Company, Brentwood, Hub, the Management Investors, the Other
Investors, and the Institutional Investors, including the Common
Stock Registration Rights Agreement attached thereto as Exhibit A.
*4(b) Purchase Agreement, dated May 13, 1988, between the Company,
Tuboscope Acquisition Corporation and the purchasers named on
the execution pages thereto.
****4(c) Indenture (including the form of Note), dated as of April 1, 1993,
among Tuboscope Vetco International Inc., the Company and
Norwest Bank Minnesota, National Association, as Trustee,
regarding the 10 3/4% Senior Subordinated Notes due 2003 of
Tuboscope Vetco International Inc.
****4(d) Underwriting Agreement, dated April 8, 1993, among Tuboscope
Vetco International Inc., the Company and the Underwriters.
4(e) Various documentation relating to $1,000,000 Alaska Industrial
Revenue Bond financing. (Not filed herewith pursuant to Item
601(b)(4)(iii) of Regulation S-K. The Company hereby agrees to
furnish copies of relevant documentation to the Securities and
Exchange Commission upon request).
4(f) Various documentation relating to $1,000,000 Wyoming Industrial
Revenue Bond financing. (Not filed herewith pursuant to Item
601(b)(4)(iii) of Regulation S-K. The Company hereby agrees to
furnish copies of relevant documentation to the Securities and
Exchange Commission upon request).
**4(g) Plan of Recapitalization.
4(h) Various promissory notes in the aggregate principal amount of
$4,000,000 relating to the acquisition of Sound Optics Systems,
Inc., dba South Optical Systems, Inc. (Not filed herewith pursuant
to Item 601(b)(4)(iii) of Regulation S-K. The Company hereby
agrees to furnish copies of the relevant documentation to the
Securities and Exchange Commission upon request).
***4(i) Purchase Agreement, dated as of September 30, 1991, between the
Company and BHI Hughes Incorporated relating to Vetco Services
Acquisition.
***4(j) Credit Agreement, dated October 25, 1991, between Tuboscope
Inc., Tuboscope Limited and Texas Commerce Bank National
Association, as Agent.
****4(k) Agreement and Amendment to Credit Agreement, dated March 17,
**** 1992; Agreement and Second Amendment to Credit Agreement,
dated April 8, 1993; and Agreement and Third Amendment to
Credit Agreement, dated November 4, 1993.
*10(a) Form of Employment Agreement, dated May 13, 1988, between
Tuboscope Inc., the Company and William V. Larkin and
E. Wayne Overman.
*10(b) Savings Investment Plan, dated May 13, 1988, as amended by
First Amendment to Savings Investment Plan.
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE NO.
----------- ----------- --------
<S> <C> <C>
****10(c) Second, Third and Fourth Amendments to Savings Investment Plan.
****10(d) Fifth, Sixth and Seventh Amendments to Savings Investment Plan.
****
*10(e) Lease Agreement, dated July 1, 1981, between C.M. Thibodaux
Company, Ltd. and AMF Tuboscope, Inc.
*10(f) Lease Agreement between Sam J. Siracusa, John Siracusa, Jr.,
Elizabeth Ann Siracusa, Louis Anthony Siracusa, Philomena
Siracusa Archer, Catherine Agnes Siracusa, Maria Josette Siracusa,
Julie Ann Siracusa, the Succession of Joseph C. Siracusa and AMF
Tuboscope, Inc., as amended by letter agreement among the same
parties, dated June 14, 1989.
*10(g) Agreement to Purchase, Sell and Sublease, dated June 9, 1980,
between Alaska International Construction, Inc. and AMF
Tuboscope, Inc., as amended by letter agreement, dated June 12,
1980 between the same parties.
*10(h) Lease Agreement, dated June 10, 1977, between Batinorest and
A.M.F. France.
*10(i) Supplementary Agreement Fixed Rental Scheme, dated May 19,
1989, between Jurong Town Corporation and AMF Far East Pte.
Ltd.
*10(j) Lease, dated December 13, 1984, between Barclays Nominees
(KWS) Limited and AMF International Limited, as amended by
Transfer of Whole Agreement, dated November 20, 1987, between
AMF International Limited and Tuboscope Limited.
*10(k) Description of Life Insurance Plan.
*****10(l) Amended and Restated Stock Option Plan for Key Employees of
Tuboscope Vetco International Corporation.
*****10(m) Form of Revised Incentive Stock Option Agreement.
*****10(n) Form of Revised Non-Qualified Stock Option Agreement.
******10(o) Stock Option Plan for Non-Employee Directors of Tuboscope Vetco
International Corporation.
******10(p) Amendment to Stock Option Plan for Non-Employee Directors of
Tuboscope Vetco International Corporation.
******10(q) Form of Non-Qualified Stock Option Agreement.
****10(r) Employee Qualified Stock Purchase Plan.
****
*******10(s) Purchase Agreement, dated as of July 20, 1990, by and among Oil
and Gas Manufacturing Company, Inc., F.T. Glascock, Thomas C.
Glascock, J. David Glascock, Hutchison-Hayes International, Inc.,
John F. Joplin, William F. Joplin, Sound Optics Systems, Inc. dba
Sound Optical Systems, Inc. and Tuboscope Inc.
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE NO.
----------- ----------- --------
<S> <C> <C>
*******10(t) Form of Employment Agreement, dated July 23, 1990, between
Tuboscope Inc. and Thomas Glascock and William Glascock.
***10(u) Purchase Agreement, dated as of September 30, 1991, between the
Company and BHI relating to the Vetco Services Acquisition.
****10(v) Amended and Restated Employment Agreement dated June 23,
**** 1993, between the Company, Tuboscope Vetco International Inc.,
and Martin R. Reid.
***10(w) Technology Transfer Agreement, dated as of October 29, 1991,
between Tuboscope Inc. and BHI.
***10(x) Sublease, dated December 1, 1987, between McDermott
Incorporated and AMF Tuboscope, Inc. as amended by letter
agreement, dated November 10, 1989, between Tuboscope Inc. and
McDermott Incorporated.
***10(y) Letter agreement, dated March 5, 1990 amending the Agreement to
Purchase, Sell and Sublease dated June 9, 1980 between AMF
Tuboscope Inc. and Alaska International Construction, Inc. as
amended June 12, 1980.
***10(z) Employment Agreement, between Vetco Inspection GmbH an
Gerhard A. Hage.
***10(aa) Lease Agreement with respect to Celle, Germany facility.
***10(bb) Building Agreement for Land at Jurong, dated May 5, 1983,
between Jurong Town Corporation and Vetco International, Inc.
***10(cc) Lease Agreement, dated January 1, 1988, between Mohamed
Alhajri Est. and Vetco Saudi Company.
***10(dd) Lease Agreement, dated November 26, 1989, between
Mohammed F. Al-Hajri Est. and Vetco Saudi Arabia Ltd.
***10(ee) Lease between J.G.B. Properties Limited and Vetco Inspection
GmbH.
----------------
</TABLE>
* Previously filed by the Registrant in Registration No. 33-31102 and
incorporated by reference herein pursuant to Rule 12b-32 of the Exchange
Act.
** Previously filed by the Registrant in Registration No. 33-33248 and
incorporated by reference herein pursuant to Rule 12b-32 of the
Exchange Act.
*** Previously filed by the Registrant in File No. 33-43525 and
incorporated by reference herein pursuant to Rule 12b-32 of the
Exchange Act.
**** Previously filed by the Registrant in Registration No. 33-56182 and
incorporated by reference herein pursuant to Rule 12b-32 of the
Exchange Act.
***** Previously filed by the Registrant in Registration No. 33-72150 and
incorporated by reference herein pursuant to Rule 12b-32 of the
Exchange Act.
13
<PAGE>
****** Previously filed by the Registrant in Registration No. 33-72072 and
incorporated by reference herein pursuant to Rule 12b-32 of the
Exchange Act.
******* Previously filed in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1990 and incorporated by reference
herein pursuant to Rule 12b-32 of the Exchange Act.
**** Previously filed in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993 and
**** incorporated by reference herein pursuant to Rule 12b-32 of the
Exchange Act.
14
